Langdowns DFK Limited 29/03/2025 iXBRL

Langdowns DFK Limited

Filleted accounts

29 March 2025

Company registration number: 06014654

Langdowns DFK Limited

Directors and other information


	Directors	D P O'Connell
		S H Neal


	Company number	06014654


	Registered office	Fleming Court
		Leigh Road
		Eastleigh
		Hampshire
		SO50 9PD


	Auditor	Cox Hinkins Audit Services Limited
		The Old Dairy
		12 Stephen Road
		Headington
		Oxford
		OX3 9AY

Langdowns DFK Limited

Directors responsibilities statement

Period ended 29th March 2025

The directors are responsible for preparing the directors report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgments and accounting estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Langdowns DFK Limited

Balance sheet

29th March 2025

		29/03/25		31/03/24
	Note	£	£	£	£

Fixed assets
Intangible assets	5	1,698,228		1,767,874
Tangible assets	6	125,986		131,842
Investments	7	221,296		1,267
		_______		_______
			2,045,510		1,900,983

Current assets
Stocks		4,633		4,978
Debtors	8	1,419,485		1,252,590
Cash at bank and in hand		212,381		49,364
		_______		_______
		1,636,499		1,306,932
Creditors: amounts falling due
within one year	9	( 1,011,335)		( 840,745)
		_______		_______
Net current assets			625,164		466,187
			_______		_______
Total assets less current liabilities			2,670,674		2,367,170

Creditors: amounts falling due
after more than one year	10		-		( 15,000)

Provisions for liabilities	11		( 28,934)		( 30,074)

			_______		_______
Net assets			2,641,740		2,322,096
			_______		_______

Capital and reserves
Called up share capital	13		303,818		302,618
Share premium account			239,912		216,116
Capital redemption reserve			130,946		130,946
Merger reserve			341,555		341,555
Profit and loss account			1,625,509		1,330,861
			_______		_______
Shareholders funds			2,641,740		2,322,096
			_______		_______

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the Profit & loss account has not been delivered.

These financial statements were approved by the board of directors and authorised for issue on 25 June 2026 , and are signed on behalf of the board by:

D P O'Connell

Director

Company registration number: 06014654

Langdowns DFK Limited

Notes to the financial statements

Period ended 29th March 2025

1. General information

The company is a private company limited by shares, registered in England & Wales. The address of the registered office is Eastleigh Office, Fleming Court, Leigh Road, Eastleigh, Hampshire, SO50 9PD. There was no significant change in the company's principal activity during the period which continued to be the provision of business advice and accountancy, tax and related services to its clients.During the period ended 29th March 2025 the company was acquired by Shaw Gibbs Limited and became part of a medium sized group necessitating the need for an audit of these financial statements. This is the first year the financial statements have been audited and the comparative figures are unaudited.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' except for amortisation of goodwill as explained in the accounting policies disclosed in note 3.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis. The principal accounting policies are set out below. The financial statements are prepared in sterling which is the functional currency of the entity.

Going concern

Following the acquisition of the company during the period as noted above, the company transferred its trade and assets to Shaw Gibbs Limited in November 2025 and the directors commenced an orderly wind up of the company shortly thereafter. Therefore, these financial statements have not been prepared on a going concern basis.

Consolidation

The company has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of any part of the United Kingdom.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for services rendered, net of discounts and Value Added Tax.Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to profit or loss.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively.Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Operating leases

Rentals applicable to operating leases where substantially all the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:


Goodwill	-	10 %	straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

The directors have not fully charged amortisation of goodwill in accordance with FRS 102 section 19. 23. During the year, as disclosed in note 1, the company was acquired by Shaw Gibbs Limited. The acquisition enabled a reliable valuation to be identified from an active market for the goodwill of the company. The valuation is in excess of the carrying value of goodwill and the directors have not charged any further amortisation in order to present a true and fair view in accordance with Companies Act 2006 and FRS 102 section 3.4. Had the directors made a full charge for amortisation of goodwill, its net book value would have decreased by £1,411,355.

Tangible assets

tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost of an asset, less its residual value, over the useful economic life of that asset as follows:


Property improvements	-	10 %	straight line
Fixtures and fittings	-	12.5 %	straight line
Computer equipment	-	25 %	straight line

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Fixed asset investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses. Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Stocks

Stocks are measured at the lower of cost and estimated selling price after making due allowance for damaged and obsolete items where appropriate.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event; it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the Balance sheet and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised in finance costs in profit or loss in the period it arises.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractualarrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

4. Employee numbers

The average number of persons employed by the company during the period amounted to 7 (2024: 7 ).

5. Intangible assets

	Goodwill	Total
	£	£
Cost
At 1st April 2024	2,367,365	2,367,365
Additions	25,000	25,000
	_______	_______
At 29th March 2025	2,392,365	2,392,365
	_______	_______
Amortisation
At 1st April 2024	599,491	599,491
Charge for the period	94,646	94,646
	_______	_______
At 29th March 2025	694,137	694,137
	_______	_______
Carrying amount
At 29th March 2025	1,698,228	1,698,228
	_______	_______
At 31st March 2024	1,767,874	1,767,874
	_______	_______

6. Tangible assets

	Property improvements	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost
At 1st April 2024	258,815	71,196	148,131	478,142
Additions	20,420	1,136	8,458	30,014
Disposals	-	( 338)	( 7,622)	( 7,960)
	_______	_______	_______	_______
At 29th March 2025	279,235	71,994	148,967	500,196
	_______	_______	_______	_______
Depreciation
At 1st April 2024	210,636	40,037	95,627	346,300
Charge for the year	7,784	6,045	22,001	35,830
Disposals	-	( 338)	( 7,582)	( 7,920)
	_______	_______	_______	_______
At 29th March 2025	218,420	45,744	110,046	374,210
	_______	_______	_______	_______
Carrying amount
At 29th March 2025	60,815	26,250	38,921	125,986
	_______	_______	_______	_______
At 31st March 2024	48,179	31,159	52,504	131,842
	_______	_______	_______	_______

7. Investments

	Shares in group undertakings and participating interests	Other investments other than loans	Total
	£	£	£
Cost
At 1st April 2024	7	1,260	1,267
Additions	-	221,289	221,289
Disposals	-	( 1,260)	( 1,260)
	_______	_______	_______
At 29th March 2025	7	221,289	221,296
	_______	_______	_______
Impairment
At 1st April 2024 and 29th March 2025	-	-	-
	_______	_______	_______
Carrying amount
At 29th March 2025	7	221,289	221,296
	_______	_______	_______
At 31st March 2024	7	1,260	1,267
	_______	_______	_______

8. Debtors

	29/03/25	31/03/24
	£	£
Trade debtors	1,162,132	905,011
Amounts owed by group undertakings and undertakings in which the company has a participating interest	75,800	170
Other debtors	181,553	347,409
	_______	_______
	1,419,485	1,252,590
	_______	_______

9. Creditors: amounts falling due within one year

	29/03/25	31/03/24
	£	£
Bank loans	-	18,141
Trade creditors	467,871	553,802
Amounts owed to group undertakings and undertakings in which the company has a participating interest	346,346	-
Social security and other taxes	140,854	148,661
Other creditors	56,264	120,141
	_______	_______
	1,011,335	840,745
	_______	_______

10. Creditors: amounts falling due after more than one year

	29/03/25	31/03/24
	£	£
Bank loans	-	15,000
	_______	_______

Included in bank loans is a bank loan with a fixed and floating charge over the assets of the company. The capital outstanding on this loan at the year end amounted to £nil (2024: £7,255). Also included in bank loans is an unsecured bounce back loan which has a government-backed guarantee against the outstanding facility balance. At the year end the capital outstanding on this loan amounted to £nil (2024: £25,886).

11. Provisions

	Deferred tax (note 12)	Total
	£	£
At 1st April 2024	30,074	30,074
Charges against provisions	( 1,140)	( 1,140)
	_______	_______
At 29th March 2025	28,934	28,934
	_______	_______

12. Deferred tax

The deferred tax included in the Balance sheet is as follows:

	29/03/25	31/03/24
	£	£
Included in provisions (note 11)	28,934	30,074
	_______	_______

The deferred tax account consists of the tax effect of timing differences in respect of:

	29/03/25	31/03/24
	£	£
Accelerated capital allowances	28,934	30,074
	_______	_______

13. Called up share capital

Issued, called up and fully paid

	29/03/25		31/03/24
	No	£	No	£
Ordinary "A" of £1 each shares of £ 1.00 each	151,908	151,908	151,309	151,309
ordinary "B" of £1 each shares of £ 1.00 each	151,910	151,910	151,309	151,309
	_______	_______	_______	_______
	303,818	303,818	302,618	302,618
	_______	_______	_______	_______

On 21 October 2024 the company issued 600 Ordinary "A" shares of £1 each for £20.83 per share and 600 Ordinary "B" shares for £20.83 per share.As a result of the share issues, called up share capital increased by £1,200 and share premium account increased by £23,796.

On 25 October 2024, 1 Ordinary "A" share was redesignated to 1 Ordinary "B" share.

14. Other financial commitments

Total future financial commitments, guarantees and contingencies which are not included in the balance sheet amount to £219,913 (2024: £72,622). This amount is in relation to operating lease commitments which are payable over the next 1 to 6 years.The company provided a financial guarantee on a property loan owed to a financial institution by a company controlled by the directors of Langdowns DFK Limited . The financial guarantee was satisfied in full on 21 October 2024. At the year end the debts guaranteed amounted to £nil (2024: £956,272).

15. Summary audit opinion

The auditor's report dated 25 June 2026 was unqualified, however, the auditor drew attention to the following by way of emphasis.

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures in note 3 to the financial statements concerning the company's ability to continue as a going concern. As described in note 3 to the financial statements, the company ceased trading in November 2025 and the directors commenced an orderly wind up of the company shortly thereafter. Accordingly, the financial statements have been prepared on a basis other than going concern.

We draw attention to note 3 and the accounting policy for amortisation of goodwill, which explains that the directors have departed from FRS 102 s19 regarding amortisation of goodwill. The directors consider that compliance with the standard would be misleading because the net assets of the company would be understated by £1.4m and that the departure is necessary to give a true and fair view. Our opinion is not modified in respect of this matter.

The senior statutory auditor was Rodney Mark Morgan for and on behalf of Cox Hinkins Audit Services Limited

16. Controlling party

The immediate parent undertaking of the company is Shaw Gibbs Limited, a limited company incorporated in England and Wales.The ultimate parent undertaking of the company is Apiary Capital LLP, a limited liability partnership incorporated in England and Wales.The results of Langdowns DFK Limited are included in the financial statements of Project Numbers Topco Limited which are available from c/o Apiary Capital LLP, 6 Warwick Street, London, United Kingdom, W1B 5LX.